SEC Form 4 · accession 0000947871-16-001446

HeartWare International, Inc. · HTWR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

James Schuermann

Officer — SVP, Sales & Marketing

Period of report

Aug 23, 2016

Accepted (ET)

Aug 24, 2016 · 2:11 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001389072

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Aug 23, 2016	U	12,043	$58.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Unit^F3,F2	—	Aug 23, 2016	D	1,600	D	—	—	Common Stock	1,600	D
Restricted Stock Unit^F3,F2	—	Aug 23, 2016	D	3,423	D	—	—	Common Stock	3,423	D
Restricted Stock Unit^F3,F2	—	Aug 23, 2016	D	2,625	D	—	—	Common Stock	2,625	D
Restricted Stock Unit^F3,F2	—	Aug 23, 2016	D	4,000	D	—	—	Common Stock	4,000	D
Restricted Stock Unit^F3,F2	—	Aug 23, 2016	D	1,600	D	—	—	Common Stock	1,600	D
Restricted Stock Unit^F3,F2	—	Aug 23, 2016	D	1,711	D	—	—	Common Stock	1,711	D
Restricted Stock Unit^F3,F2	—	Aug 23, 2016	D	3,500	D	—	—	Common Stock	3,500	D
Restricted Stock Unit^F3,F2	—	Aug 23, 2016	D	4,000	D	—	—	Common Stock	4,000	D
Stock Option (right to buy)^F4	$33.49	Aug 23, 2016	D	5,000	D	—	Feb 19, 2026	Common Stock	5,000	D

Explanation of responses

F1Disposed of in a tender offer by Medtronic Acquisition Corp., a Delaware Corporation ("Purchaser") to acquire all of the outstanding shares of common stock of HeartWare International, Inc., a Delaware corporation ("HeartWare") for $58.00 per share pursuant to the terms of that certain Agreement and Plan of Merger, dated as of June 27, 2016, by and among HeartWare, Purchaser, and Medtronic, Inc., a Minnesota corporation (the "Merger Agreement"). All terms capitalized but not defined shall have the meaning given to them in the Merger Agreement.
F2Each restricted stock unit represents a right to receive one share of HeartWare common stock.
F3Pursuant to the Merger Agreement, each unvested restricted stock unit was automatically cancelled as of the Effective Time and converted into the right to receive an amount in cash equal to the product of (i) $58.00 multiplied by (ii) the number of shares of HeartWare common stock subject to such restricted stock unit as of immediately prior to the Effective Time (with any such restricted stock units that are subject to performance-based vesting being deemed earned assuming achievement of all performance milestones), less any required withholding of taxes.
F4Pursuant to the Merger Agreement, each option that was outstanding and unexercised immediately prior to the Effective Time and for which the exercise price of such option was less than $58.00 per share, without regard to the extent vested or exercisable, was automatically canceled as of the Effective Time and converted into the right to receive a cash payment equal to the product of the excess of $58.00 over the exercise price of such option and the number of unexercised shares of HeartWare common stock subject to such option immediately prior to the Effective Time, less any required withholding of taxes. Each option for which, as of the Effective Time, the exercise price of such option was greater than $58.00 was automatically cancelled as of the Effective Time without any consideration being paid in respect thereof.